Updated on September 8, 2020

TERMS AND CONDITIONS OF USE

PLEASE READ THIS LEGAL DOCUMENT CAREFULLY.  TV Free Media, LLC dba Spiro100 (“Spiro100”) offers health, fitness, and wellness videos, media, information, services, and other digital content which is owned by Spiro100 (the “Content”).  The Content is accessed via https://spiro100.vhx.tv website, iOS, tvOS, fireTV, Roku, Android, and AndroidTV apps (collectively called the “Spiro100 Service(s)”) and is designed for educational and entertainment purposes only.

By purchasing a subscription and/or accessing or using THE CONTENT AND/OR SERVICES you agree to be bound and abide by these Terms and Conditions of Use (the “Terms”), our Privacy Policy (available here), and any amendments thereto.  These Terms and our Privacy Policy form a legally binding agreement between you and Spiro100, and govern your access and use, and our provision of, the Spiro100 Content and Services, and any other technology, content, items or other materials provided by or through Spiro100.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE CONTENT AND/OR SERVICES, BECAUSE THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 16). READ CAREFULLY, INCLUDING YOUR RIGHT, IF APPLICABLE, TO OPT OUT OF ARBITRATION.  EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 16 BELOW, OR WHERE PROHIBITED BY LAW, BY ENTERING INTO THESE TERMS YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND SPIRO100 WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. 

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE CONTENT AND/OR Services– PLEASE IMMEDIATELY CEASE USE OF ANY SPIRO100 CONTENT AND/OR SERVICES.  Certain elements of the Spiro100 Service may be subject to additional terms and conditions specified from time to time; your use of those elements of the Spiro100 Service is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

 

1. SUBSCRIPTION: 

Subscription.  By purchasing a Subscription you will get full and unlimited access to all of Spiro100’s Content and Services, for as long as the Subscription remains active.  Subscribers must be at least 18 years old, or the age of legal majority in your jurisdiction of residence, to register with and use the Spiro100 Services.

Spiro100 may, in its sole discretion, refuse to offer the Spiro100 Content and Services to any person or entity and change the eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access and use the Spiro100 Service is revoked where these Terms or use of the Spiro100 Content and/or Service is prohibited or conflicts with any applicable law, rule or regulation. Further, the Spiro100 Content and Services is offered only for your personal, non-commercial use, and not for the use or benefit of any third party.

Account Information.  All information that you provide in connection with your Subscription must be accurate, including your name, address, credit, debit or charge card numbers and expiration dates, and any other payment information.  You are responsible for keeping such information up-to-date and must provide changes promptly to your account page, which may be accessed at https://spiro100.vhx.tv/settings. Spiro100’s use of your information is governed by the Spiro100 Privacy Policy. YOU MUST PROMPTLY NOTIFY SPIRO100 IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OF USE OF YOUR USERNAME OR PASSWORD.

If you fail to keep your account information up to date, Spiro100 may suspend or terminate your Subscription.

Account Security. You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You may not allow others to use your account. You must safeguard the confidentiality of your password, and if you are using a device that others have access to, log out of your account after using the Spiro100 Service. If you become aware of an unauthorized access to your account, change your password and notify Spiro100 immediately

 

2. LICENSE TO USE THE SPIRO100 SERVICE:

License. Subject to your compliance with these Terms, Spiro100 grants Subscriber a limited, non-transferable, non-exclusive, revocable license to access and use the Spiro100 Service for Subscriber’s own personal, non-commercial purposes. This license includes the right to view Content available on the Spiro100 Service. This license is personal to Subscriber and may not be assigned or sublicensed to anyone else.

Restrictions. Subscriber will not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Spiro100 Service, nor will Subscriber take any measures to interfere with or damage the Spiro100 Service. All rights not expressly granted by Spiro100 in these Terms are reserved by Spiro100.

 

3. TERM AND TERMINATION OR CANCELLATION OF SUBSCRIPTION:

Term.  These Terms begin on the date you first use the Spiro100 Content and/or Services and continue until you cancel your Subscription.

Cancellation of Subscription.  If you terminate your Subscription, you may use your Subscription until the end of the then-current period and your Subscription will not be renewed after that period expires.  However, you won’t be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period.

Suspension/Termination by Spiro100.  Spiro100 may, in Spiro100’s sole discretion, suspend, disable, or terminate your Subscription, without notice if: (a) your payment is overdue (provided that Spiro100 will use reasonable efforts to notify you of the overdue payment before Spiro100 terminates or suspends); (b) you provide false or inaccurate information; (c) you violate these Terms, or any other Spiro100 rules or agreements then in effect; (d) you engage in conduct that is a violation of any applicable law or tariff (including, without limitation, copyright and intellectual property laws); (e) if you engage in conduct that is threatening, abusive or harassing to Spiro100 employees, agents, or other Spiro100 users, including, for example, making threats to physically harm or damage property; or (f) for any other lawful reason.

If Spiro100 terminates or suspends your Subscription, your license to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable). You must pay all charges up to and including the date of termination. Should you wish to resume your Subscription after any suspension, a restoration of service fee may apply. This fee is in addition to all past due unpaid charges and other fees.

Effect of Termination. Upon termination all licenses granted by Spiro100 will terminate. The following sections survive termination: Privacy, User Content, Indemnification, No Warranties, Limitation of Liability, Safety Warnings, Intellectual Property, Arbitration & Class Action Waiver, Governing Law and all general provisions.  For clarity, if you cancel your Subscription or it is terminated for any reason, you will lose access to all on-demand classes and any other Content or features provided through the Spiro100 Service. Spiro100, in its sole discretion, may make available a very limited amount of Content or features to non-subscribers from time to time, and any use of that Content is governed by these Terms.

 

4. PAYMENT:

Fees/Amount to be Charged.  Subscriber agrees to pay the monthly fee specified when he/she purchased his/her Subscription plus any applicable taxes and other charges.  Subscriber will be charged immediately upon account creation.  Monthly Fees are subject to change upon 60 days’ prior written notice to Subscriber.  Subscriber’s failure to terminate and/or continued use of the Subscription reaffirms that Spiro100 is authorized to charge Subscriber for that Subscription. Spiro100 may submit those charges for payment and Subscriber will be responsible for such charges.  This does not waive Spiro100’s right to seek payment directly from Subscriber.

Billing Cycles and Auto-Renewal.  All Subscriptions recur on a monthly basis until they are cancelled in accordance with these Terms.  Billing occurs at the beginning of the Subscription cycle and provides access for one month thereafter. By purchasing a Subscription, Subscriber acknowledges that his/her Subscription has recurring payment features and Subscriber accepts responsibility for all recurring payment obligations prior to cancellation of the Subscription by Subscriber or Spiro100.

To change or terminate your Subscription, go to your Account Settings at https://spiro100.vhx.tv/settings/billing or contact Vimeo Support at https://spiro100.vhx.tv/contact/support.  Subscriber agrees to pay for a full month of service for any month in which the Subscriber has Account access. Failure to pay such Monthly Fee will result in immediate suspension of account access.  Spiro100 may terminate this Agreement for non-payment of fees and recover all payments due to Spiro100.  Monthly Fees are non-refundable.

Billing Authorization.  You will be asked to provide a payment method (such as a credit, charge or debit card number) that Spiro100 accepts in order to activate the Subscription, along with other payment information. You represent and warrant that you have the legal right to use all payment method(s) that you provide to Spiro100. Your authorizations in this section also apply to Spiro100’s payment processors and any other companies who act as billing agents for Spiro100. You hereby authorize Spiro100 to charge your specified payment method on a monthly basis, in advance, for your Subscription(s) and/or to place a hold on your payment method with respect to any unpaid charges for your Subscription(s). You authorize the issuer of your selected payment method to pay any amounts described herein without requiring a signed receipt, and you agree that these Terms shall be accepted as authorization to the issuer of the payment method to pay any amounts described herein, without requiring a signed receipt from you. You authorize Spiro100 to continue to attempt to charge and/or place holds with respect to all sums described herein, or any portion thereof, to your payment method until such amounts are paid in full. You agree to provide updated payment information upon request and any time the information you previously provided is no longer valid. You acknowledge and agree that neither Spiro100, nor any Spiro100 agent, will have any liability whatsoever for any insufficient funds or other charges incurred by you as a result of attempts to charge, and/or place holds on, your specified payment method as contemplated by these Terms. If you provide a debit card number instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number.

Third-Party Payment Processors. You agree to pay Spiro100, through Spiro100’s payment processors or financing partners (as applicable), all charges at the prices then in effect for any purchase in accordance with the applicable payment terms presented to you at the time of purchase. You agree to make payment using the payment method you provide when you set up your account. Spiro100 reserves the right to correct, or to instruct Spiro100’s payment processors or financing partners to correct, any errors or mistakes, even if payment has already been requested or received.

Bill Inquiries and Refunds. If you believe you have been billed in error for a Subscription, please notify us within 60 days of the billing date by emailing https://spiro100.vhx.tv/contact/support.  Spiro100 will not issue refunds or credits after the expiration of this 60-day period, except where required by applicable law.

 

5. RIGHTS AND TERMS FOR APPS:

 

A. Rights in App Granted. Subject to your compliance with these Terms, Spiro100 grants to you a limited non-exclusive, non-transferable, revocable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Spiro100 reserves all rights in and to the App not expressly granted to you under these Terms.

B. Accessing App from an App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

    1. These Terms are between you and Spiro100, and not with the App Provider, and Spiro100 (not the App Provider), is solely responsible for the App.
    2. The App Provider has no obligation to furnish any maintenance and support services with respect to the App.
    3. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Spiro100.
    4. The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    5. In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Spiro100 will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
    6. The App Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.
    7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) you are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and (iv) you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.
    8. You must also comply with all applicable third-party terms of service when using the App.

 

6. GENERAL PROHIBITIONS AND SPIRO100’s ENFORCEMENT RIGHTS: You agree not to do any of the following:

A. Use, display, mirror or frame the Spiro100 Service or any individual element within the Spiro100 Service, Spiro100’s name, any Spiro100 trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Spiro100’s express written consent;

B. Access, tamper with, or use non-public areas of the Spiro100 Service or the technical delivery systems of Spiro100’s providers;

C. Attempt to probe, scan or test the vulnerability of any Spiro100 system or network or breach any security or authentication measures;

D. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Spiro100 or any of Spiro100’s providers or any other third party (including another user) to protect the Spiro100 Service or Content;

E. Attempt to access, scrape or search the Spiro100 Service or Content or download Content from the Spiro100 Service, including through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools, plugins, add-ons or the like), other than the software and/or search agents provided by Spiro100 or other generally available third-party web browsers;

F. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation using information from the Spiro100 Service;

G. Use any meta tags or other hidden text or metadata utilizing a Spiro100 trademark, logo URL or product name without Spiro100’s express written consent;

H. Use the Spiro100 Service or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms or permitted expressly in writing by Spiro100;

I. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Spiro100 Service or Content to send altered, deceptive or false source-identifying information;

J. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Spiro100 Service or Content;

K. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Spiro100 Service;

L. Copy, use, disclose or distribute any information obtained from the Spiro100 Service, whether directly or through third parties (such as search engines), without Spiro100’s express written consent;

M. Impersonate or misrepresent your affiliation with any person or entity;

N. Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person, animal, or entity; (vii) exploits minors or (viii) promotes illegal or harmful activities or substances;

O. Violate any applicable law or regulation; or

P. Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Spiro100 Service or Content, or to review or edit any Content, we have the right to do so for the purpose of operating the Spiro100 Service, to ensure compliance with these Terms, to comply with applicable law or other legal requirements and to maintain the integrity and reputation of the Spiro100 Service and Spiro100’s systems. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Spiro100 Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

7. PRIVACY

Spiro100 respects your privacy and permits you to control certain aspects of the treatment of your personal information as set forth in our Privacy Policy. A complete statement of our current privacy policy can be found in our Privacy Policy. The Privacy Policy is expressly incorporated into this Agreement by this reference and Privacy Policy forms a part of these Terms. Please review the Privacy Policy to learn about: What information we may collect about you; what we use that information for; and with whom we share that information.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Spiro100 and its members, directors, officers, principals, partners, instructors, independent contractors, employees, contractors, affiliates, representatives, and agents, from and against all claims, damages, losses and costs that arise from or relate to (i) your use of the Spiro100 Service, (ii) your activities on the Spiro100 Service, or (iii) your violation of these Terms.

9. MEMBER INTERACTIONS, DEALINGS WITH THIRD PARTIES. When interacting with other Spiro100 members, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third party found on or through the Spiro100 Service, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Spiro100 is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings. In addition, when visiting or taking classes at any of our studios, please be advised that Spiro100 is not responsible for any lost or stolen items and that visitors, guests and members are required to adhere to then-current policies in place at that studio and the directions of that studio’s employees and representatives.

 

10. SAFETY WARNINGS AND PROFESSIONAL ADVISE DISCLAIMER/PHYSICIAL EXERCISE AND MEDICAL DISCLAIMER

A. Safety Warnings and Professional Advice Disclaimer. The Spiro100 Content and Service offers health and fitness information and is designed for educational and entertainment purposes only.  You should consult your physician before beginning any new fitness or wellness program.  You should not rely on any information from Spiro100 as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment.  If you have any concerns or questions about your health, you should always consult with a physician or other health-care professional.  Do not disregard, avoid, or delay obtaining medical or health related advice from a healthcare professional because of something you may see or hear while viewing Spiro100 Content or read on the “Spiro100 Website” (which currently has the online address of https://spiro100.vhx.tv/).  The use of any and all information provided by Spiro100 is solely at your own risk and is not medical or healthcare advise.

NOTHING STATED IN THE SPIRO100 CONTENT, OR POSTED ON THE SPIRO100 WEBSITE, OR AVAILABLE THROUGH ANY SPIRO100 SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THESE TERMS, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.  YOUR USE OF ANY SPIRO100 SERVICES OR CONTENT DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND SPIRO100.

THE SPIRO100 SERVICE IS CONTINUALLY UNDER DEVELOPMENT AND, TO THE FULL EXTENT PERMITTED BY LAW, SPIRO100 MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT THE HEALTH, FITNESS AND NUTRITIONAL ADVICE THAT APPEARS HERE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE CONTAINED IN THE SPIRO100 SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

B. Physical Exercise and Medical Disclaimer and Release of Liability.  Physical exercise, in all forms, including but not limited to, weightlifting, dance, movement, walking, stretching, running, and cardiovascular exercises of any kind, with or without the use of equipment (such as weights or any other equipment that may be suggested by a Spiro100 instructor), constitutes strenuous physical exercise and poses the risk of injury and/or physical or mental exhaustion.  Although Spiro100 provides its Content and Services with your health and safety in mind, it is critical that you consult a physician and follow all provided safety and other instructions.  You expressly agree to obtain physician authorization before accessing or using any Spiro100 Content or other Spiro100 Services.

You further acknowledge that all forms of physical and/or mental exercise shown in the Spiro100 Content and/or Services constitute strenuous physical exercise and pose the risk of injury and/or physical or mental exhaustion.  You understand that it is your responsibility to judge your physical and mental capabilities for practicing such physical exercise and/or movement.  You agree that it is your responsibility to ensure that by participating in classes, videos, and/or activities from Spiro100, you will not exceed your limits in the practice of physical exercise and/or movement, and you will select the appropriate level of classes for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have.

From time to time Spiro100 instructors may suggest physical adjustments, movements, modifications and/or use of equipment in the Content.  You acknowledge that all suggestions and/or comments relating to the use of equipment, poses, moves, and/or instruction are not required to be performed by you and are carried out at your election while viewing Spiro100 Content and/or other Services.  You agree that it is your sole responsibility to determine if any such suggested adjustment, movement, modification, and/or suggested equipment is appropriate for your level of ability, and physical and mental condition.

By electing to utilize Spiro100 Services and Content, including but not limited to Spiro100 classes, other videos, and/or content, you expressly acknowledge that your access, use and/or involvement with any Spiro100 Services and/or Content may involve potentially dangerous physical activities that may lead to personal and/or bodily injury, death, loss of services, loss of consortium, or damage to or loss of property or privacy.  You agree that your use of Spiro100 Services and/or other Content shall be at your sole risk.  You hereby acknowledge and willingly accept these risks and agree to unconditionally release and hold harmless Spiro100 from and against all claims, suits, causes of action, costs, expenses or liability arising out of or related to your access, use and/or involvement with any Spiro100 Services and/or Content.

You expressly assume any and all liability that may arise from your use of, or access to, the Spiro100 Content and/or Services.  You further expressly waive and release any and all claims, damages, liabilities, costs, and/or expenses, including court costs and reasonable attorneys’ fees that you (and/or your representative(s), estate, family member(s), or other person(s), asserting a claim of injury and/or damage from your use of, or access to, the Spiro100 Content and/or Services) may have at any time, for injury of any kind against Spiro100, and/or any person or entity involved with Spiro100, including without limitation, its members, directors, officers, principals, partners, instructors, independent contractors, employees, agents, contractors, affiliates, distributors, licensors, and representatives. 

 

11. NO WARRANTIES.

 

A. Spiro100 reserves the right to modify the Spiro100 Service, including, but not limited to updating, adding to, enhancing, modifying, removing or altering any Content or features of the Spiro100 Service, at any time, in its sole discretion. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Spiro100 Service. Spiro100 has no obligation to screen or monitor any Content and does not guarantee that any Content available on the Spiro100 Service is suitable for all users or that it will continue to be available for any length of time.

 

B. Spiro100 provides the Spiro100 Service on an “AS IS” and “AS AVAILABLE” basis. You therefore use the Spiro100 Service at your own risk. Other than as expressly provided in writing by Spiro100 in connection with your purchase of the Spiro100 Services, to the extent permitted by law, Spiro100 expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, quiet enjoyment and any other warranty that might arise under any law. Without limiting the foregoing, Spiro100 makes no representations or warranties:

  1. That the Spiro100 Service is or will be permitted in your jurisdiction;
  2. That the Spiro100 Service will be uninterrupted or error-⁠free;
  3. Concerning any Content, including User Content;
  4. Concerning any third party’s use of User Content that you submit;
  5. That the Spiro100 Service will meet your personal or professional needs;
  6. That Spiro100 will continue to support any particular feature of the Spiro100 Service.
  7. Concerning sites and resources outside of the Spiro100 Service, even if linked to from the Spiro100 Service.

To the extent that another party may have access to or view Content on your device, you are solely responsible for informing such party of all disclaimers and warnings in these Terms.

C. To the fullest extent permitted by law, Spiro100 and the members, directors, officers, principals, partners, instructors, independent contractors, employees, agents, contractors, affiliates, distributors, licensors, and representatives of Spiro100 disclaim all warranties, express or implied, in connection with the Spiro100 Content and/or Services and your use thereof.  Spiro100 makes no and disclaims all, warranties and/or representations, express or implied, concerning your use of or access to the Spiro100 Content and Services, including, but not limited to: (i) any errors, mistakes, or inaccuracies of the Spiro100 Content and/or Services; (ii) any personal injury or property damage of any nature, resulting from your use of or access to the Spiro100 Content, Services, and/or Website; (iii) any unauthorized access to or use of Spiro100’s secure servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission of Spiro100 Content to or from the Website; (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Spiro100 Website by any third party; and/or (v) any errors or omissions in any Spiro100 Content and/or Services or for any loss or damage of any kind that occurs as a result of the use of the Spiro100 Content and/or Services posted, emailed, transmitted, or otherwise made available.

D. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SPIRO100 SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.

 

12. LIMITATION ON LIABILITY

A. Spiro100’s total liability to you for all claims, in the aggregate, will not exceed the amount actually paid by you to Spiro100 over the 12 months preceding the date your first claim(s) arose. The foregoing limitation of liability shall apply to the fullest extent permitted by law.  If you live in a jurisdiction that does not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation does not apply to you.  To the extent that one or any aspect of Spiro100’s limitations set out above does not apply, all remaining aspects survive. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Spiro100 and you.  To the fullest extent permitted by law, Spiro100, and its members, directors, officers, principals, partners, instructors, independent contractors, employees, agents, contractors, affiliates, distributors, licensors, and representatives: (i) shall not be liable for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to damages for loss of profits, economic or pure economic losses, goodwill, use, data, service interruption, computer damage, system failure, inability to use the Spiro100 Service or Content or other intangible losses, even if a limited remedy set forth herein is found to have failed its essential purpose, arising from, or directly or indirectly resulting from, any: (i) errors, mistakes, or inaccuracies of the Spiro100 Content and/or Services; (ii) personal injury or property damage of any nature, resulting from your use of or access to the Spiro100 Content, Services, and/or Website; (iii) unauthorized access to or use of Spiro100’s secure servers and/or any and all personal information and/or financial information stored therein; (iv) interruption or cessation of transmission of Spiro100 Content to or from the Website; (v) bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Website by any third party; and/or (vi) any errors or omissions in any Spiro100 Content or Services or for any loss or damage of any kind that occurs as a result of the use of any Spiro100 Content posted, emailed, transmitted, or otherwise made available via the Website, whether based on warranty, contract, tort, or any other legal theory, and whether or not Spiro100 is advised of the possibility of such damages.

 

13. THIRD PARTY LINKS AND CONTENT. There may be links on the Spiro100 Service that let you leave the particular Spiro100 Service you are accessing in order to access a linked site that is operated by a third party. Spiro100 neither controls nor endorses these sites, nor has Spiro100 reviewed or approved the content that appears on them. Spiro100 is not responsible for the legality, accuracy or inappropriate nature of any content, advertising, products or other materials on or available from any such third-party sites. You acknowledge and agree that Spiro100 is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the access or use of any of the links, content, goods or services available on or through these third-party sites.

 

14. INTELLECTUAL PROPERTY

 

A. You acknowledge that the Spiro100 Service contains text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and other content that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Spiro100-generated content, and content provided to Spiro100 by its partners and licensors, is copyrighted individually and/or as a collective work under the U.S. copyright laws and all applicable international copyright (or equivalent) laws in all jurisdictions; further, as between you and Spiro100, Spiro100 owns a copyright in the selection, coordination, arrangement and enhancement of all content in the Spiro100 Service.

 

B. Subject to your compliance with these Terms, and solely for so long as you are permitted by us to access and use the Spiro100 Service, you may download one copy of the application to any single device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms. Subject to your compliance with these Terms, and solely for so long as you are permitted by us to access and use the Spiro100 Service, Spiro100 hereby grants you a limited, revocable, non-exclusive, non-transferable right and license to access and use the content made available on the Spiro100 Service for your personal, non-commercial use of the Spiro100 Service and for no other purpose whatsoever. Unless otherwise specified, copying or modifying any content or using content for any purpose other than your personal, non-commercial use of the Spiro100 Service, including use of any such content on any other website or networked computer environment, is strictly prohibited.

 

C. The Spiro100 name, logos and affiliated properties, designs and marks are the exclusive property of Spiro100 and/or its affiliates, whether registered or unregistered, and may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Nothing contained on the Spiro100 Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or other intellectual property without our express prior written consent.

 

D. Any other trademarks appearing on the Spiro100 Service are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content that they make available through the Spiro100 Service. All rights not expressly granted in these Terms are reserved.

 

15. COPYRIGHT/DMCA POLICY

 

A. Spiro100 respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that their User Content does not infringe any third-party copyright or other intellectual property rights.

B. If properly notified that any materials infringe a third party’s copyright, Spiro100 will promptly remove such materials from the Spiro100 Site in accordance with the U.S. Digital Millennium Copyright Act (“DMCA”), the U.K. Copyright Designs and Patents Act 1988 (“CDPA”), the U.K. Digital Economy Act 2010 (“DEA”), or equivalent laws which are applicable in other jurisdictions. In addition, Spiro100 may, when appropriate, terminate the accounts of repeat copyright infringers.

Filing a DMCA, CDPA or DEA Notice (or equivalent legal notice), to Remove Copyrighted Content – for Copyright Holders:

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice containing the following information:

  1. Your name, address, telephone number, and email address.
  2. A description of the copyrighted work that you claim has been infringed.
  3. A description of where on the Spiro100 Site the material that you claim is infringing may be found, sufficient for Spiro100 to locate the material (e.g., the URL).
  4. A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
  5. A statement by you UNDER PENALTY OF PERJURY that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
  6. Your electronic or physical signature.

You may submit this information, or any counternotice, via:

Email, with the subject line “Copyright Notices” to: support@spiro100.com

Offline:

Spiro100

7966 Beverly Blvd.

Suite 103

Los Angeles, CA 90048

 

Spiro100 may disclose any communications concerning DMCA, CPDA, DEA or other applicable copyright notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.

If you have questions about the legal requirements of a CPDA, DEA or other applicable copyright notice, you should consult a legal advisor such as a solicitor and obtain professional legal advice and/or representation.

16. ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS MAY AFFECT YOUR LEGAL RIGHTS. APPLICABLE TO THE FULL EXTENT PERMITTED BY LAW.

A. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Spiro100 agree that the U.S. Federal Arbitration Act (or equivalent laws in the jurisdiction in which the Spiro100 entity that you have contracted with is incorporated) governs the interpretation and enforcement of these Terms and that you and Spiro100 are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

 

B. Exceptions and Opt-out. As limited exceptions to Section 16(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to the attention of Spiro100’s Legal Department at the Spiro100 address set out below within thirty (30) days following the date you first agree to these Terms.

 

C. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at orgor by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

 

D. If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

 

E. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Spiro100 will pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than U.S. $10,000, unless the arbitrator finds your Dispute to be frivolous. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

 

F. Class Action Waiver. YOU AND SPIRO100 AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section 16 shall be null and void.

 

G. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 21 “Modification”, if Spiro100 changes any of the terms of this Section 16 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or the date of Spiro100’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Spiro100 in accordance with the terms of this Section 13 as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

H. With the exception of any of the provisions in Section 16(e) above, if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

 

17. GOVERNING LAW AND JURISDICTION. These Terms shall be governed by the laws of the State California, United States of America, without regard to principles of conflicts of law.  Subject to the agreements in Section 16 above, exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the state and federal courts located in Los Angeles, California, United States of America, and you consent to the jurisdiction of those courts.

 

18. INTERPRETATION/SEVERABILTY/WAIVER/REMEDIES. Headings are for convenience only and shall not be used to construe these Terms. If any term of these Terms is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from these Terms. No failure or delay by Spiro100 in exercising any right hereunder will waive any further exercise of that right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Spiro100. Spiro100’s rights and remedies hereunder are cumulative and not exclusive.

 

19. SUCCESSORS/ASSIGNMENT/NO THIRD PARTY BENFICIARIES. These Terms are binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign or transfer these Terms without Spiro100’s prior written consent. Spiro100 may assign its rights, obligations and/or these Terms at any time in its sole discretion without notice to you.

 

20. NOTICES. You consent to receive all communications including notices, agreements, disclosures, or other information from Spiro100 electronically. Spiro100 may communicate by email or by posting to the Spiro100 Service. For support-related inquiries, you may email support@spiro100.com. For all other notices to Spiro100, write to the following addresses:

7966 Beverly Blvd

Suite #103

Los Angeles, CA 90048

Nothing in these Terms or otherwise limits Spiro100’s right to object to subpoenas, claims, or other demands.

21. MODIFICATION. We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know by, at a minimum, posting the updated Terms (as indicated by a revised “Last Updated” date at the top of this page) on the Spiro100 Site and/or through the Spiro100 Service. Modifications will be effective on the date that they are posted to the Spiro100 Site. It’s important that you review the Terms whenever we update them before you use the Spiro100 Service. If you continue to use the Spiro100 Service after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 16(f) “Effect of Changes on Arbitration,” you may not use the Spiro100 Service anymore. Because the Spiro100 Service is evolving over time we may change or discontinue all or any part of the Spiro100 Service, at any time and without notice, at our sole discretion.

 

22. ENTIRE AGREEMENT. These Terms incorporate the following legal documents by reference, as well as any other policies or procedures referenced herein that are posted to the Spiro100 Site from time to time:

 

  1. Privacy Policy. In the event of a conflict between any policies posted on the Spiro100 Service and these Terms, these Terms will control. These Terms represents the entire understanding between Spiro100 and you regarding the Spiro100 Service or Content and supersede all prior agreements and understandings regarding the same. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

 

23. FORCE MAJEURE. Neither Party shall be liable for any failure or delay in performance under these terms (other than for delay in the payment of money due and payable in accordance with these terms) for causes beyond the party’s reasonable control and not caused by that party’s fault, or negligence, including, but not limited to, “acts of God”, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility, but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

 

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